El Paso's $110 mln settlement over Kinder Morgan deal approved

Mon Dec 3, 2012 3:46pm EST

* Approval ends case that changed view of deal conflicts

* Judge calls settlement "substantial achievement"

Dec 3 (Reuters) - Pipeline operator El Paso received court approval on Monday for a $110 million class-action settlement with shareholders who alleged the $23 billion sale of the company to Kinder Morgan Inc was riddled with conflicts of interest.

The case may have a lasting impact on Wall Street dealmaking by making advisers and bankers more sensitive to disclosing conflicts of interest when arranging mergers and takeovers.

The settlement ended shareholder lawsuits that accused El Paso's chief executive, Douglass Foshee, and deal adviser, Goldman Sachs Group Inc, of having an interest in holding down the purchase price.

Delaware Court of Chancery Judge Leo Strine called the settlement a "substantial achievement" for shareholders.

In February, Strine "reluctantly" allowed a vote by El Paso shareholders on the deal, which was approved with 95 percent of El Paso shares voted in favor. The deal created the largest natural gas pipeline operator in the United States.

Strine at the time called the behavior in deal negotiations "disturbing," and he piled scorn on Goldman Sachs for its eagerness to remain El Paso's adviser despite holding a 19 percent stake in Kinder Morgan.

As part of the settlement, Goldman Sachs gave up its $20 million advisory fee.

Strine's February opinion also put the spotlight on Foshee's interest in leading a buyout of El Paso assets that were unwanted by Kinder Morgan, something Foshee never disclosed to his board.

Shareholders linked that interest to Foshee's negotiating tactics, which included agreeing to cut an initial deal price of $27.55 a share to the $26.87 price the companies went public with in October 2011.

While Strine allowed the deal to move ahead, his February opinion drew a line for dealmakers, and deal lawyers have been more concerned with disclosing conflicts to avoid legal liability.

"This was a very interesting case," Strine said on Monday. "It started productive discussions in certain circles."

The settlement is among the five largest in the Court of Chancery, a popular venue for shareholder lawsuits, according to Stuart Grant, who represented shareholders in the case.

Four individual investors objected to the settlement for varying reasons, including a claim it was inadequate. Strine overruled those objections.

The case is El Paso Shareholder Litigation, Delaware Court of Chancery, No. 6949.

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